Exhibit 10.12




PROMISSORY
NOTE -PAYABLE




ON
A DESIGNATED DATE




$250.000.00
DeSoto, Texas




For value
received, the undersigned eTelcharge.com, Inc. (Maker) promises to pay to
American Home Market (Payee), or order, at its Corporate offices at 1636 N.
Hampton Suite 270 - DeSoto, TX 75115, the principal sum of Two hundred and fifty
thousand dollars ($250,000.00), together with Interest at the rate hereinafter
provided for on the unpaid principal balance of this note from time to time
outstanding until paid In full.




Interest
shall accrue on the unpaid and outstanding principal balance of this note
commencing on the date hereof and continuing until repayment of this note in
full at a rate per annum equal to 8%.  Interest only payments shall be
made by Maker to Payee on or before the [1st 1day of each [month] with the
initial payment required by February 1, 2007.  The principal shall be
due and payable in full on December 1, 2007.  Maker shall make all
payments hereunder to Payee in lawful money of the United States and in
immediately available funds.  Payee may accelerate the maturity of
this note in the event Maker is in breach or default of any of the terms,
conditions or covenants of this agreement with Payee.  Should default
be made in payment of any Installment when due hereunder the whole sum of
principal and interest shall become immediately due and payable at the option of
the holder of this note.




In the
event any installment provided for herein is not paid on or before two (2) days
following its due date, Maker promises to pay to the holder of this promissory
note an amount equal to five percent (5%) of the amount of such
installment.  In addition, Maker promises to pay interest on any such
unpaid installment from the date due until such installment is paid in full at a
per annum rate equal to the lesser of eighteen percent (18%) or the highest rate
permitted by law.  Time is of the essence.  Maker waives
presentment, demand, notice of demand, protest, notice of protest or notice of
nonpayment in connection with the delivery, acceptance, performance, default or
enforcement of this note or of any document or instrument evidencing any
security for payment of this note.  Failure at any time to exercise
any of the rights of Payee hereunder Shall not constitute a waiver of such
rights and shall not be a bar to exercise of any of such rights at a later date,
In the event of commencement of suit to enforce payment of this note, the
prevailing party shall be entitled to receive the costs of collection including
reasonable attorneys’ fees and court costs.




Nothing
contained in this note shall be deemed to require the payment of interest or
other charges by Maker or any other person In excess of the amount, which the
Payee may lawfully Charge under the applicable usury laws.  In the
event that Payee shall collect moneys which are deemed to constitute interest
which would Increase the effective interest rate to a rate in excess of that
permitted to be charged by applicable law, all such sums deemed to constitute
interest in excess of the legal rate shall be credited against the principal
balance of this note then outstanding, and any excess shall be returned to
Maker.




IN
WITNESS WHEREOF, the undersigned has caused this promissory note to be duly
executed as of the date first written below.




Dated:
March 31, 2006




[Maker]
eTelcharge.com, Inc.




By:/s/  Carl
O. Sherman




Title:
President & CEO